GENERAL TERMS AND CONDITIONS OF UAB “ANDERSEN SOFT”

1.1 Definitions - In this Agreement and in each Statement of Work, these words and expressions have these meanings:

«Acceptance Certificate» means a dated and signed document issued by the Contractor to the Client certifying that all the Services (stages of work) under the relevant Statement of Work were provided properly, in accordance with all provisions of the Agreement, containing an indication of number of hours spent on the provision of the Services.

«Business Day» means any working day, Monday to Friday inclusive, excluding statutory holidays, applicable in the territory of the Contractor.

«Confidential Information» means all the information about the Work Product, Documentation, Initial Documentation, and other documentation related proprietary marketing, technical or business information, including without limitation product plans, personnel, research and know-how, products, source codes and software; any other information that is disclosed to the receiving party orally, visually or in a document or other tangible form, which is designated by the disclosing party as confidential.

«Defect» means a deviation of the Work Product from the requirements described in Initial Documentation or Specifications, or a fault (failure) in serviceability of the Work Product or any parts of it, caused by faults in the Contractor’s Services. A Defect does not include the deviations caused by the incorrect behavior of third-party functionality. A deviation or a fault (failure) is considered a Defect for the purposes of the Agreement and Statements of Work if it is reproduced in the technical environment approved by the Contractor or technical environment defined in Specifications or Initial Documentation.

Defects are classified as follows:

Blocker - a defect, which blocks primary functionality or corrupts the whole system. No user can work with the Work Product.

Critical - a functional defect, which blocks core features or doesn’t allow users to work effectively with the core features of the Work Product.

Minor - a functional defect in the alternative flow of a feature, which doesn’t affect most of the users (<10%). Most of the users can easily work with the feature.

Trivial – Work Product’s malfunction, which does not restrict the use of it, for example UI/Cross browser/Translation issues which do not break the design.

«Documentation» means any documents making part of the Work Product, whether in printed or electronic form, including installation guides, instructional materials, layouts, maintenance materials, manuals, system documentation, training materials, and user guides.

«Initial Documentation» means drawings; business, functional, non-functional and technical descriptions; prototypes; software; and other similar items provided by the Client to the Contractor under this Agreement. Initial Documentation shall be considered Documentation only if it is explicitly accepted by the Contractor.

«Intellectual Property» means any and all rights, title and interest in and to trademarks, trade secrets, patents, inventions (whether patentable or not), copyrights and any other intellectual or industrial property or similar proprietary rights protected by law. The cost of the Intellectual Property is included in the cost of the Services and is not charged separately.

«Recipient» means, in relation to a party, its affiliates, directors, officers, employees, sub-contractors and professional advisers who need to receive and consider the Confidential Information for the purposes of this Agreement.

«Services» has the meaning as ascribed to it in the preamble, that is all services and work to be provided or performed pursuant to a Statement of Work by the Contractor.

«Specialists» means, in the case of the Contractor, individuals who provide the Services to the Client, whether as employees or independent contractors, and individuals who are assigned by the Contractor to perform the Services pursuant to the Statement of Work.

«Specifications» means the specifications and/or the requirements, including Initial Documentation, for any Work Product or Services set out in or incorporated by reference into the Statement of Work.

«Statement of Work» means a separate contract for the performance of the Services constituted by a document substantially in the form of Annex A, entered into by the parties pursuant to this Agreement, which incorporates by reference to the terms of this Agreement.

«Term» has the meaning as ascribed to it in Article 2.

«Time and Materials» means a method of pricing according to which the Contractor is paid on the basis of hourly rates agreed by the parties and fixed in the relevant Statement of Work.

«Tool» means any tool, model, instrument, equipment, hardware, software and similar item that is necessary for the Contractor to render specific Services.

«Underperformance» means refusing to attend 3 (three) or more daily meetings within 1 (one) month without a justified reason while working full-time on the project by a Specialist and/or inconsistency of the results of the Services with the expected and agreed goals.

«Warranty Period» means a period of time, which starts immediately after acceptance of the Services, when the Client may report Blocker and Critical Defects discovered in the Work Product to the Contractor, which is then obliged to fix such Defects at his own expense.

«Work Product» means, collectively, all computer code (including both object and source code, executable or not executable) and associated Documentation (only if it’s specified in the applicable Statement of Work), materials, items or otherwise (including the Intellectual Property contained therein), recorded in any form originally developed or created by the Contractor under the Statement of Work with the Client.

2.1 Term of Agreement - This Agreement shall become effective from the date stipulated in the Statement of Work and shall remain in force for 3 (three) years, unless terminated earlier in accordance with the terms of this Agreement (the «Term»). If 30 (thirty) calendar days prior to the expiration of the Agreement, neither of the parties requires its termination, the Agreement will automatically be extended for another year.

3.1 Acquisition of the Services – the Client may, pursuant to this Agreement, acquire the Services by entering into the Statement of Work. The Services shall be performed by the Contractor only pursuant to the Statement of Work.

3.2 Statements of Work - Each Statement of Work shall incorporate the terms of this Agreement by reference and shall constitute a separate contract from every other Statement of Work.

3.3 No Obligation to Enter into any Statement of Work – No party is under any obligation to enter into any Statement of Work.

3.4 Volume of the Services; Non-Exclusivity - the Contractor agrees that the Client makes no representation, warranty or guarantee regarding the volume of the Services to be acquired from the Contractor pursuant to this Agreement.

3.5 The Services shall be performed on a Product Development Services (PDS) (Article 5) or on Time and Materials (Article 6) basis.

3.6 Each Statement of Work must contain, at a minimum, the following:
The scope of the Services;
The cost of the Services or hourly rates;
Description of the Specialists engaged in providing the Services;
The types and levels of staffing (if applicable);
The terms of the Services (if applicable);
Additional terms (if applicable).

3.7 Place of the Services – Contractor’s offices unless otherwise agreed by the parties. The Client may request the provision of the Services in locations other than the Contractors offices. If the Contractor agrees to this request, the Client shall bear all the expenses associated with the business trip in accordance with the conditions set out in Article 9 of the Agreement.

3.8 Tools - The Contractor shall not purchase specific Tools, required for providing the Services or incur expenses for transporting and importing necessary Tools to the Contractor’s location, without prior written consent from the Client. The cost of such Tools is paid by the Client.

3.9 The cost of the Services - The cost of the Services is based on the schedule of rates set forth in the relevant Statement of Work.
The cost of the Services for the agreed invoicing period is defined as follows: the agreed rate multiplied by the number of hours spent on the provision of the Services in such a period.
The Statement of Work may set forth a maximum fee, which may not be exceeded without prior written approval of the Client.

4.1 Service Availability.
Unless otherwise agreed by the parties in the relevant Statement of Work, days and hours for providing the Services, are:
8 hours daily during 9:00–18:00 EEST (with 1-hour lunch break at 13:00-14:00 EEST) on Monday, Tuesday, Wednesday, Thursday and Friday of every week, with the exception of public holidays, established in the country of the Contractor’s office location. Any further reference to «business hours» is made in connection with this schedule.

4.2 Tasking - Unless otherwise agreed in the relevant Statement of Work, the minimum volume of the Services provided by each Specialist is 8 (eight) hours per day for full time positions and less than 8 (eight) hours per day for part time positions. Unless otherwise stated in the relevant Statement of Work all positions are considered as full time. The Contractor is responsible for ensuring that the Specialists are tasked. The Idle time caused by the Client in the form of untimely provision of access to the required facilities or systems, or documents, or materials necessary for the providing of the Services is payable.

4.3 Feedback - The Client shall give transparent feedback about Specialists to the Contractor at least once a calendar quarter and immediately escalate to Delivery and/or Sales Manager in case of any difficulties concerning the provision of the Services.

5.1 The parties presume and agree that the cost of the Services of each particular Specialist is determined by his competence, level of knowledge and experience. Due to the fact that these characteristics tend to grow over time, the cost of the Services of a particular Specialist and related Contractor’s expenses proportionally increase.
In connection with the foregoing, the rates agreed upon by the parties are subject to revision periodically. The Contractor notifies the Client about the increase of the rates 1 (one) month prior the date of a planned change of the rates. If the Client refuses to accept the new rates, the Contractor is entitled to replace the Specialist(s) by a specialist(s) of a similar competence and experience, in accordance with the requirements that the Client submitted to the position occupied by such a Specialist(s) within the start of the Services under the relevant Statement of Work.

5.2 Service Availability.
The Contractor shall notify the Client of public holidays as soon as possible but not later than 1 (one) week in advance.
The Client may request the Contractor to provide the Services outside of the regular business hours, which is considered an overtime request. The Contractor may refuse the overtime request. If the Contractor accepts an overtime request, the Client shall be liable for an increase in price. The Overtime fee is calculated by multiplying the number of overtime hours by the hourly rate fixed in the relevant Statement of Work and by applying the overtime mark-up:
a) for overtime hours on Business Days a 50% (fifty percent) mark-up to the hourly rate.
b) for overtime hours on other than Business Days a 100% (hundred percent) mark-up to the hourly rate.

5.3 Tasking - Unless otherwise agreed in the relevant Statement of Work, the minimum volume of the Services provided by each Specialist is 8 (eight) hours per day for full time positions and less than 8 (eight) hours per day for part time positions. Unless otherwise stated in the relevant Statement of Work all positions are considered as full time. The Client is solely responsible for ensuring that the Specialists are tasked and it is also recommended to maintain a pool of tasks to avoid the idle time. The Idle time caused by the Client in the form of lack of tasks, untimely provision of access to the required facilities, systems, documents or materials necessary for the performance of the Services is payable. The Contractor is responsible for the quality of the Services only for which the Contractor is engaged corresponding to the requirements usually set for the level and category of the Specialists involved in the provision of the Services.

In the case the Client engages a Project Manager and unless otherwise agreed in the relevant Statement of Work, such responsibilities as assembling project plans, setting deadlines for the team (in tight communication with the Client’s side), giving teamwork assignments and creating tasks, tracking time and progress/performance, effectively communicating with the team and stakeholders, preparing reports and costs will be assigned to the Contractor, otherwise - to the Client.

5.4 Unless a Project Manager is engaged according to the relevant Statement of Work, the Client shall use software tools to keep performance and time spent on providing the Services by a Specialist on track and provide the Contractor with clear and transparent reports about performance and time tracking.

5.5 Specialists Qualifications - Under each Statement of Work the Contractor shall provide the Specialists with a level of qualification determined by the Client’s request. The Contractor shall not permit any individual to perform any Services in any role if the individual does not have the experience level specified in the Statement of Work. If requested, the Contractor shall provide the Client with the opportunity to interview its proposed Specialists.
If during the provision of the Services the Client finds that the quality level of the Services degrades and does not meet the standards established in the Agreement, in cases such as but not limited to the inability of the Contractor to ensure promised Services availability for reasons other than vacations, holidays, sick leaves and force majeure; frequent shifts in delivery schedules for Work Results; frequent major deviations of Work Results from project Documentation, – and the Contractor is responsible for such issues, – the Client shall promptly notify the Contractor indicating the justified shortcomings in the provision of the Services by escalating to Delivery and/or Sales Manager by any means of communication available. If the specified condition is not met, the Client’s denial cannot be considered justified when accepting the Services.
Within 2 (two) weeks after the notification is sent by the Client, the Contractor shall respond with either an immediate resolution or a proposed course of actions to resolve the issue. If the issue is not resolved within 1 (one) month the Client is entitled to request the replacement of the Specialist.

5.6 Replacement of staff.

5.6.1 Subject to the last subparagraph of paragraph 5.5. the Client may request a replacement of a Specialist owing to Underperformance. In this case and subject to the Client’s compliance with paragraph 5.5. of the Agreement the Contractor will provide a suitable and equivalent skilled replacement or terminate the engagement of the Specialist if the suitable replacement is not found within 1 (one) month since the day of such a request.

5.6.2 The Contractor is entitled to replace a Specialist appointed for the provision of the Services in the following cases:
- diseases, confirmed by relevant documents;
- maternity leave, in accordance with the law;
- unscheduled leave for a good reason in accordance with the law;
- due to operational needs, with 15 (fifteen) calendar days notification and on condition of providing in the same term a suitable and equivalent skilled replacement with continuous work on the project.

5.7 Vacations – the Specialists, as required by national and local laws may take standard vacations. Each Contractor’s Specialist shall have at least 26 (twenty-six) Business Days for vacations available to him/her during a 12 (twelve) month period in addition to statutory holidays. The Contractor agrees to coordinate the Specialists vacations in advance with the Client to minimize any negative impact on the Services and give a 30 (thirty) days’ notice as a minimum for such circumstances.

5.8 Sickness - any absence of a Specialist due to sickness shall be communicated to the Client by email. In the event that absence due to sickness is foreseen to be more than 1 (one) month, the Contractor shall provide a replacement for such Specialist.

5.9 Warranty - There is no Warranty Period for the Time and Materials Services. However, if the Work Product is a product created exclusively by the Contractor, completed in functionality and ready for use, in this case, the individual Warranty Period can be set by the parties in the relevant Statement of Work.

6.1 The Services are provided on a Product Development Services (PDS) model which is characterized by an incremental provision of the Services and the following, as indicated in this Article 6 below.

6.2 Phases of the PDS model:

6.2.1 Discovery phase.
a) the result of the Discovery phase are certain deliverables, which are agreed by the parties in a Statement of Work. Deliverables may include, but are not limited to:
- vision and scope (business reference);
- architecture vision document (technical reference);
- design concept including wireframes (visual reference);
- delivery estimation and roadmap (project reference);
- budget document (for monitoring during the Development phase);
b) all deliverables are used as a basis during the Development phase, but are not fixed and will be revised/changed during the project if necessary: new features, restrictions, changing priorities, etc.;
c) it is critical that the Client provides the information requested by the Contractor (e.g. in the form of calls, discussions, emails etc.) in a timely manner to avoid blocking the overall progress for the success of the Discovery phase;

6.2.2 Development phase.
a) collecting requirements:
- detailed requirements are described by the Business Analyst and include a description, acceptance criteria and other information necessary for the development;
- communication with the Client on drawing up the requirements;
- each of the requirements is approved by the Client before being taken into further work by the Contractor (through email/confluence);
- in the case of deviations from the basis in the requirements or introduction of new requirements compared to the results of the Discovery phase, they are negotiated by the parties and are taken into work only upon Client’s approval;
b) task re-estimation:
- re-evaluation of tasks occurs only after the final written approval of the requirements by the Client;
- a new estimation is recorded in the budget document for further control;
- in the case of an increase of the estimated cost of the task, it is reported to the Client and the task is taken into work only after the Client’s approval (through email/confluence);
in absence of the Client’s feedback within 1 (one) Business Day since the corresponding notice, the Contractor may keep providing the Services within the framework of the task (reducing the scope) in order to stay within the initial estimation;
c) development:
- a planning session is held before each iteration;
- before each iteration the Contractor submits to the Client an iteration plan with a task scope and a cost estimation (iteration forecast);
- the scope is taken to work only in the case of the Client’s approval (through email/confluence);
- during the development the actual hours spent on providing the Services by the Contractor are regularly recorded in the budget document;
- the iteration scope can be changed with the written consent of both parties if necessary;
- at the end of the iteration the Contractor makes a presentation of the results of the iteration and a performance report;
- the actual hours and results spent on providing the Services are recorded in the iteration results document and are shared with the Client (iteration result);

6.2.3 Activities needed for complete product transfer to the Client. These activities may include, but are not limited to:
- preparation of User Guides;
- business workshops performed by the Contractor’s Business Analyst;
- architecture workshops;
- transfer of the Work Product to the Client’s infrastructure.

6.3 The term of each phase may be specified in the Statement of Work. The term may be increased in the event of lack of necessary information (and the Client is responsible for the information to be provided to the Contractor), unavailability of the Client for calls/discussions, a significant change in the complexity of the deliverable comparing to what has been set in the Specifications, negotiated before the start of the phase.

6.4 Specialists Qualifications – The Contractor is responsible for the assembly of the team needed for providing the Services based on the qualifications defined during the Discovery phase.

6.5 Warranty – If the Work Product is a product created exclusively by the Contractor, completed in functionality and ready for use, in this case, the individual Warranty Period can be set by the parties in the relevant Statement of Work.

7.1 Unless otherwise provided in the Statement of Work, the Contractor sends to the Client an Acceptance Certificate:
- In case of Services on PDS model - after the end of any stage of the Services agreed by the parties in the relevant Statement of Work or every month;
- In case of Services on Time and Materials basis – every month.

7.2 Within 5 (five) calendar days after receiving the Acceptance Certificate the Client shall sign and send to the Contractor a signed copy of the Acceptance Certificate, or in the same period of time send to the Contractor a justified denial of signing the Acceptance Certificate with indication of specific reasons.

7.3 The Services are considered to be provided properly and accepted by signing of the Acceptance Certificate or payment.

7.4 If the Client within the time specified in paragraph 7.2. does not sign the Acceptance Certificate, the Services on such Acceptance Certificate are deemed to be fulfilled properly, accepted by the Client in full and shall be paid in accordance with paragraph 7.1. of the Agreement (the exception is when a justified denial of signing the Acceptance Certificate was sent).

7.5 Upon receipt of the Client’s justified denial, the Contractor shall work together with the Client in good faith to resolve such issue in a prompt and mutually acceptable manner. Re-acceptance shall be held in accordance with the procedure set out in paragraphs 7.1. - 7.4. of the Agreement.

7.6 If the Acceptance Certificate remains in dispute for 15 (fifteen) calendar days from the Acceptance Certificate issue date, the Client shall pay any undisputed amount in terms stipulated in paragraph 8.1. of the Agreement.

8.1 Unless otherwise provided in the Statement of Work, all amounts payable by the Client for the Services shall be due and payable within 10 (ten) calendar days after the end of the month in which the Services were provided.
In Statement of Work a payment of a security payment (security deposit) can be agreed, which will be set off as a payment for the Services rendered by the Contractor in the last month of the Services.

8.2 Billing and Payment Process - Unless otherwise provided in the Statement of Work, the Contractor shall invoice the Client together with the relevant Acceptance Certificate. Each invoice will include: (i) Contractor’s name and remit address; (ii) invoice number; (iii) invoice date; (iv) the Agreement’s number and date; (v) description of the Services provided during the invoiced period; (vi) the hours spent for the provision of the Services (if applicable); and (vii) the cost of the Services.

8.3 If the Contractor shall issue several invoices in a calendar month in accordance with different Statements of Work, the Contractor may combine all the invoices in a single invoice, clearly identifying, which invoice item corresponds to which Statement of Work. The combined invoice may be issued once a month at the beginning of a calendar month.

8.4 Business trip expenses are invoiced before the business trip commences. Any over-invoiced or under-invoiced business trip expenses are accounted for in the next coming invoice. If a business trip lasts over 30 (thirty) calendar days, business trip expenses may be invoiced on a monthly basis.

8.5 Overtime fees are invoiced in the calendar month, following the month, when the overtime Services were rendered.

8.6 Other expenses and fees are invoiced in the calendar month, following the month, when the expenses were incurred.

8.7 Late Payment Fees - Except where an Acceptance Certificate is disputed by the Client, if the Client fails to pay an invoice in time and/or in full, the Client shall be liable for a late fee equal to 0.2% (zero point two percent) of due amount for each calendar day of the delay until offset of the debt. In the case of late payment, the Services may be rendered on a condition of full or partial prepayment of the Services at the discretion of the Contractor.

8.8 Payments under the Agreement are made by wire transfer of funds to the bank account of the Contractor. The payment is considered to be made on the date of crediting the Contractor's bank account. Third parties may be payers under the Agreement.

8.9 All bank fees or other additional costs which may arise when paying for the Services shall be borne by the Client.

8.10 All amounts set out in this Agreement and any Statement of Work and all payments shall be in Euro unless the Statement of Work states otherwise.

9.1 The cost of plane tickets, accommodation, daily allowance expenses are reimbursed by the Client. Before a business trip commences, the Contractor shall send the Client a preliminary calculation that must be pre-approved by the Client. The Contractor shall list travel expenses as separate line items on its invoices and shall support all such expenses with receipts.

9.2 Accommodation expenses – the cost of accommodation, located in a safe place, not farther than 1-hour trip to the office using public transport, compliant with reasonable standards: 3+ star hotel separate toilet and bathroom (in the room) is acceptable.

9.3 Daily allowance size is established by the Specialists employer country legislation and is different for various destinations.

10.1 Concurrently with other rights granted by the Agreement the Client shall be entitled to:
a) check the progress and quality of the Services provided by the Contractor, without interfering with its professional operation;
b) receive from the authorized representatives of the Contractor an information on the progress of the Services and the necessary explanations.

10.2 Concurrently with other obligations set up by the Agreement the Client shall be obliged to:
a) ensure that the Specialists are given necessary timely access to the Tools, software and systems, operated on the Client's side or third party’s side, in order that the Services may be rendered and maintained in accordance with the terms of the Agreement and/or the Statements of Work;
b) within 1 (one) Business Day from the time of the request transmit to the Contractor the information and/or documentation necessary to provide the Services;
c) pay for the Services in a timely manner in accordance with the terms and conditions of the Agreement;
d) place clickable links and the “Designed by Andersen” logo with a direction to www.andersenlab.com on websites, in mobile applications, digital products with open access, web applications developed by the Contractor or with a predominant share of the Contractor’s participation. The placement and format of the link is negotiated by the parties in good faith depending on results of the Services.

10.3 Concurrently with other rights granted by the Agreement the Contractor shall be entitled to:
a) in the case of delay in payment or in signing of an Acceptance Certificate for more than 5 (five) Business Days suspend the provision of the Services and require the proper fulfillment of the Client’s obligations. In addition, the Contractor may shift delivery schedules on any and all projects, fulfilled for the Client under this Agreement, the Statements of Work and/or other agreements between the parties, unilaterally.
b) specify the Client as the Contractor's client and the provided Services on its website, in its advertising and informational materials, in different types of promotional materials.
c) attract third parties to provide the Services. In the case of involvement of third parties, the Contractor shall be liable to the Client for the consequences of non-performance or improper performance of the obligations by a third party;
d) request feedbacks from the Client about a satisfaction with the Services provided by specific Specialists by filling out the form proposed by the Contractor on the portal https://team.andersenlab.com;
e) engage specialists who are not involved in the provision of the Services according to the Statements of Work, at its own discretion, for the purpose of provision of the Services to the Client, training, professional development of the specialists, free of charge for the Client.

10.4 Concurrently with other obligations set up by the Agreement the Contractor shall be obliged to:
a) provide the Services of agreed quality, in full scope, and comply with all the obligations specified in the Agreement and all Statements of Work.

10.5 The parties declare cooperation in order to implement the Agreement. In particular, the parties are obliged to notify each other about important circumstances that have or may have an impact on the performance of the Agreement, including possible delays in the performance of the Services. The above does not exclude or limit the possible liability of the parties.

11.1 Work Product - subject to paragraph 11.2. the Contractor agrees that the Work Product shall become the sole property of the Client including any Intellectual Property pertaining thereto. If, for any reason, any Work Product shall not be legally deemed the property of the Client and/or there are any rights that do not accrue to the Client, then the Contractor hereby agrees to assign and irrevocably assigns to the Client all Intellectual Property and/or other rights of whatsoever nature therein. To the extent that the Contractor has any right(s) in the Work Product that cannot be assigned in the manner described above, the Contractor unconditionally and irrevocably waives enforcement of such rights. The Contractor waives any and all moral rights in and to the custom Work Product.

11.2 The Work Product and the Intellectual Property rights embodied therein are and shall become the sole exclusive property of the Client after all payment obligations under this Agreement and/or the Statements of Work have been fulfilled by the Client.

11.3 All Initial Documentation provided by the Client to the Contractor in purpose of rendering the Services is and will remain the property of the Client. The Contractor shall not use the received Initial Documentation for other purposes than to provide the Services to the Client.

12.1 Confidentiality Obligations - each party in respect of the Confidential Information of the other party undertakes to:
a) treat the Confidential Information as confidential;
b) use at least the same degree of care to protect the Confidential Information as it uses to protect its own Confidential Information of a like nature, but in any case, it shall not use a standard of care that is less than a reasonable standard of care;c) not disclose the Confidential Information to anyone other than its Recipients without the prior written consent of the other party;
d) not use the Confidential Information for any purpose other than in connection with this Agreement; and
e) not remove any confidentiality, copyright or other proprietary rights notices from any of the Confidential Information.

12.2 Personnel - Each party shall inform its Recipients of the confidential nature of the Confidential Information of the other party and the purpose for which it may be used and will procure such Recipients compliance with the terms of this Agreement.

12.3 Exceptions - Neither party will be under any obligation to keep confidential any Confidential Information that it can demonstrate:
a) is in the public domain other than as a result of being disclosed in breach of this Agreement;
b) has been independently developed by the party;
c) has been received from a source not connected with the other party at a time when that source, so far as the receiving party was reasonably aware, was not under any obligation of confidence in respect of the Confidential Information; or
d) has been known to that party before the date of this Agreement and that party was not under any obligation of confidence in respect of the Confidential Information at that time.

12.4 Legal Process - The receiving party may disclose the Confidential Information of the disclosing party if and to the extent that it is required to do by any law or by any court or regulatory agency or authority, provided that the Confidential Information to the extent that it is permitted to do, the receiving party:
a) notifies the disclosing party as soon as possible upon becoming aware of any such requirement; and
b) co-operates with the disclosing party’s efforts, at the disclosing party’s reasonable expense, to avoid or limit disclosure and to gain assurances as to confidentiality from the body to whom the information shall be disclosed.

12.5 Returning Confidential Information - promptly following receipt of a written request from the disclosing party, the receiving party shall return to the disclosing party or destroy all documents and materials (including computer media) or such parts thereof that contain any Confidential Information. Each party acknowledges that destruction, return, or deletion of any Confidential Information shall not release it from the obligations contained in this Agreement.

13.1 Representations and Warranties of the Contractor - the Contractor makes the following representations and warranties to the Client as of the date of execution of this Agreement and any Statement of Work and acknowledges that the Client will rely upon them.
a) Corporate Authority, etc. The Contractor is duly incorporated, has the full legal authority to enter into this Agreement, and is legally free to enter into and perform the terms of this Agreement, and this Agreement has been duly authorized and executed by the Contractor as on the Effective Date.
b) Labor. The Contractor shall furnish the necessary labor and exert best efforts in providing support to the Client during performing the Services described in the applicable Statement of Work and complete such Services in a timely manner in accordance with the delivery dates set forth therein.
c) Compliance with Laws. The Work Product and/or the Services provided by the Contractor hereunder do not and shall not violate any applicable laws.
d) Corporate Responsibility. The Contractor shall adhere to commonly accepted norms of ethical business practices, including not providing or offering gifts or hospitality of greater than nominal value to any person acting on behalf of or employed by the Client.
e) No Infringement. No Work Product and/or the Services do or shall constitute an infringement, misappropriation or violation of any third party’s copyright, patent, trade secret, trademark, or similar proprietary or privacy rights.
f) Free from Viruses, Etc. The Work Product shall be free of any «virus», «Trojan Horse», «adware», «malware», «worm», «self-destruction», «disabling», «lock out», «metering» device or any other malicious code as such terms are understood in the computer industry, which could impair Client’s, its affiliates’ and/or any end user’s access to or use of the same.

14.1 Indemnification - The Contractor shall indemnify the Client from and against all losses in connection with third party claims arising out of or in connection with the Services up to the amount of the cost of the Services rendered.

14.2 Liability - The Contractor shall be liable for damages resulting from the negligent acts or omissions of its Specialists during an assignment. The Client shall be liable for damages resulting from the negligent acts or omissions of its employees.

14.3 Limitation of Liability - In no event shall either party be liable for incidental, indirect or consequential damages or for loss of data, lost profits, savings or revenues of any kind, even if such party has been advised of the possibility of such damages.

14.4 Integration risks – the Contractor’s liability for functional and non-functional Services completeness is limited by the technology restrictions of third-party systems integration capability that are out of a Contractor’s control. This means the Contractor shall not be liable for any defects or functional/non-functional restrictions of third-party systems APIs and functionality. The Client understands that there might be a situation when the desired workflow or functionality or a non-functional requirement cannot be realized ‘as designed’ because of the mentioned third-party systems restrictions. In this case, the Contractor and the Client will work collaboratively to find a reasonable compromise or workaround to resolve the issue.

15.1 Termination of the Agreement on Default – Either party may terminate this Agreement immediately upon a written notice to the other party if the other party:
a) breaches this Agreement or any Statement of Work if that breach continues unremedied for 10 (ten) Business Days or more after written notice of breach is provided; or
b) breaches any provision in Article 12 (Confidential Information).

15.2 Termination of the Agreement for Convenience – Either party may terminate this Agreement at any time, without cause and without penalty, upon 2 (two) months prior written notice to the other party.

15.3 Effect of Expiry or Termination of the Agreement - Despite the termination of this Agreement for any reason, the parties shall fulfill all obligations assumed before the termination of the Agreement, and the deadline for which has come.

16.1 Termination of Statement of Work on Default – Either party may terminate the Statement of Work immediately upon a written notice to the other party if the other party:
a) materially breaches the Statement of Work if that breach continues unremedied for 10 (ten) Business Days or more after written notice of that breach is given; or
b) breaches any provision in Article 12 (Confidential Information).

16.2 Termination for Convenience – Either party may terminate any Statement of Work in whole or in part at any time, without cause and without penalty, upon
a) 1 (one) month prior written notice to the other party if the number of Specialists engaged in provision of the Services is less than 10 (ten) at a time;
b) 2 (two) months prior written notice to the other party if the number of Specialists engaged in provision of the Services is 10 (ten) or more at a time.

16.3 Payment of the Contractor upon termination – the Client shall pay the Contractor for the Services performed up to and including the effective date of the termination.

17.1 Non-Solicitation of Employees - During the Term and for a period of 6 (six) months thereafter, none of the parties, whether individually, in association with others, or as an agent, employer, partner, representative, affiliate, or in any other capacity on behalf of any person or entity, shall (i) solicit any employee or contractor-individual of the other party or its affiliate, engaged in providing the Services, to become an employee or contractor to such party or any other person; and (ii) recommend or suggest to any other person that it so solicits, employs, hires or engages any such employee or contractor-individual.

17.2 A fact that a former employee or contractor-individual of a party or its affiliate, engaged in providing the Services, has become an employee or a contractor-individual of the other party or its affiliate or any other associated person as per paragraph 17.1. during 3 (three) months after the respective labor or direct civil law contract between the first party and its employee or contractor-individual had been terminated, is recognized as a sufficient evidence of solicitation, and thus, a violation of paragraph 17.1. by the other party.

17.3 In the case of violation of the provision of paragraph 17.1. the Client agrees to pay the Contractor a penalty in the amount equivalent to 100,000.00 (one hundred thousand) Euro for each case.

17.4 In the event that the Client wishes to hire a Contractor’s employee or contract its contractor-individual, engaged in providing the Services, the Client shall first consult with the Contractor and obtain a written approval from the Contractor. The Client shall also pay an obligatory pecuniary compensation. The amount of compensation for a specific employee or contractor-individual shall be negotiated between the parties on a case-by-case basis but should be not less than 20,000.00 (twenty thousand) Euro for each employee or contractor-individual.

18.1 Assignment – Unless otherwise provided in this Agreement, neither party may assign this Agreement or the Statement of Work, either in whole or in part, without the prior written consent of the other party, which may not be unreasonably withheld; provided however, that either party may assign this Agreement to one of its affiliates.

18.2 No Exclusivity - This Agreement shall in no way limit the right of the parties to contract with any other person to sell or acquire goods or services that are identical or similar to the Services.

18.3 Enurement - This Agreement and each Statement of Work is binding upon, and enures to the benefit of, the parties and their respective successors and permitted assigns.

18.4 Entire Agreement - This Agreement embodies the entire agreement between the parties with regard to its subject matter and supersedes any prior understanding or agreement, collateral, written or otherwise, related to the subject matter of this Agreement that exists between the parties at the date of execution of this Agreement. Subject to the terms and conditions of this Agreement, each Statement of Work embodies the entire agreement between the parties with regard to the provision of the Services subject to the Statement of Work and supersedes any prior understanding or agreement, collateral, written or otherwise, related to the subject matter of the Statement of Work that exists between the parties at the date of execution of the Statement of Work.

18.5 Amendments - Any changes to this Agreement including Statements of Work shall only be made with written amendments signed by the Client and the Contractor.

18.6 Severability - If any term or condition of this Agreement or any Statement of Work is, to any extent, held to be invalid or unenforceable, the remainder of this Agreement and the Statement of Work, as the case may be, and the application of such term or condition to the parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected by it.

18.7 Headings - The division of this Agreement into Articles, Paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

18.8 Force Majeure - No party shall be liable for damages caused by delay or failure to perform its obligations under the Statement of Work where such delay or failure is caused by a force majeure event. Without limiting the generality of the foregoing, the parties agree that force majeure events shall include acts of God, natural disasters, acts of war, riots, plagues, epidemics, insurrection and terrorism but shall not include shortages or delays relating to supplies or services. If a party seeks to excuse itself from its obligations under the Statement of Work due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non-performance and the anticipated period of delay or non-performance. Notwithstanding anything else in this Agreement to the contrary, if the anticipated or actual delay or non-performance exceeds 15 (fifteen) Business Days, the other party may immediately terminate the Statement of Work by giving a notice of termination and such termination shall be in addition to the other rights and remedies of the terminating party under the Statement of Work, at law or in equity.

18.9 Unless otherwise agreed, the parties shall recognize the validity of the scanned copies of the Agreement, additional agreements, Annexes, invoices, Acceptance Certificates and any other documents: correspondence and e-mails which are transferred pursuant to the terms of the Agreement through a variety of electronic channels of communication, including e-mail addresses.
The parties acknowledge that signature obtained through electronic communication channels on electronic document is an analogue of the handwritten signature of the authorized person of the party from whom the document originates, and the other party will accept such document as an original document.
The parties acknowledge that the Agreement and bilateral documents made pursuant to this Agreement (Statements of Work, Acceptance Certificates, etc.) can be signed by the parties with the use of the service of electronic signature DocuSign and other similar services.

18.10 Governing Law - This Agreement and each Statement of Work shall be governed by the law of the country of Client’s incorporation.

18.11 All disputes or claims arising out of or in connection with this Agreement, including disputes relating to its validity, breach, termination or nullity, shall be finally settled in the courts of the country where the defendant is incorporated.

18.12 No Waiver - No provision of this Agreement or any Statement of Work shall be deemed waived, amended, or modified by either party unless such waiver, amendment, or modification is in writing and signed by the party against whom it is sought to enforce the waiver, amendment, or modification.

18.13 Further Assurances. The parties agree to do, or cause to be done, all acts and things necessary to implement, and carry into effect, this Agreement and each Statement of Work to its full extent.

18.14 Counterparts. This Agreement may be executed in separate counterparts (and signature pages may be delivered by facsimile or email) all of which together evidence the same agreement.

18.15 In the case of any conflict or inconsistence between the provisions of this Agreement and the provisions of any Statement of Work, the provisions of the Statement of Work shall prevail.

18.16 Survival. All rights and obligations of the parties with validity beyond the Term shall remain in force in accordance with the Agreement.